Common use of Patent Indemnity Clause in Contracts

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Buyer based on allegations that the Product(s) infringe on a third party patent, provided that: ZEISS is notified timely of such claim, suit or proceeding; Buyer renders all reasonable cooperation to ZEISS; Buyer gives ZEISS the sole authority to defend or settle the same. If the Product(s) are held to infringe on any patent and the use of the Product(s) is enjoined, ZEISS will have the option, at its discretion (i) to procure Buyer the right to use the Product(s) or (ii) to modify the Product(s) so that they no longer infringe or (iii) refund Buyer the depreciated value of the Product(s) and accept the return thereof. This indemnity will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third party items in conjunction with the Product(s) (unless sold or directed by ZEISS). ZEISS’s total liability to Buyer will not exceed the depreciated value of the Product(s).

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Buyer Xxxxx based on allegations that ZEISS’s manufacture or sale of the Product(s) infringe on a third third-party patent, provided that: Buyer timely notifies ZEISS is notified timely of such claim, suit or proceeding; Buyer renders all reasonable cooperation to ZEISS; Buyer and Xxxxx gives ZEISS the sole authority to defend or settle the same. If the Product(s) are held to infringe on any patent and the use of the Product(s) is enjoined, ZEISS will have the option, at in its discretion sole discretion, to (i) to procure Buyer the right to use the Product(s) or ); (ii) to modify the Product(s) so that they no longer infringe infringe; or (iii) upon the return of the Product(s), refund Buyer the depreciated then fair market value of the Product(s) and accept the return thereof. This indemnity indemnification will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third third-party items in conjunction with the Product(s) (unless sold or directed by ZEISS). In no event will ZEISS’s total liability to Buyer will not with respect to any infringement or misappropriation exceed the depreciated value of the Product(s).

Patent Indemnity. ZEISS Zeiss will defend or settle any claim, suit or proceeding brought against Buyer based on allegations that the Product(s) infringe on a third party patent, provided that: ZEISS Zeiss is notified timely of such claim, suit or proceeding; Buyer renders all reasonable cooperation to ZEISSZeiss; Buyer gives ZEISS Zeiss the sole authority to defend or settle the same. If the Product(s) are held to infringe on any patent and the use of the Product(s) is enjoined, ZEISS Zeiss will have the option, at its discretion (i) to procure Buyer the right to use the Product(s) or (ii) to modify the Product(s) so that they no longer infringe or (iii) refund Buyer the depreciated value of the Product(s) and accept the return thereof. This indemnity will not apply to changes made by ZEISS Zeiss at Buyer’s instruction or by Buyer, or by the use of third party items in conjunction with the Product(s) (unless sold or directed by ZEISSZeiss). ZEISSZeiss’s total liability to Buyer will not exceed the depreciated value of the Product(s).

Patent Indemnity. ZEISS will defend or settle any claim, suit or proceeding brought against Buyer Xxxxx based on allegations that the Product(s) infringe on a third party patent, provided that: ZEISS is notified timely of such claim, suit or proceeding; Buyer renders all reasonable cooperation to ZEISS; Buyer Xxxxx gives ZEISS the sole authority to defend or settle the same. If the Product(s) are held to infringe on any patent and the use of the Product(s) is enjoined, ZEISS will have the option, at its discretion (i) to procure Buyer the right to use the Product(s) or (ii) to modify the Product(s) so that they no longer infringe or (iii) refund Buyer the depreciated value of the Product(s) and accept the return thereof. This indemnity will not apply to changes made by ZEISS at Buyer’s instruction or by Buyer, or by the use of third party items in conjunction with the Product(s) (unless sold or directed by ZEISS). ZEISS’s total liability to Buyer will not exceed the depreciated value of the Product(s).